Review Meeting i. Either the BCTF or BCPSEA may request in writing a meeting to review the issues in a provincial matters grievance that has been referred to arbitration.
ii. Where the parties agree to hold such a meeting, it shall be held within ten
Inspection; Lender Meeting Company shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Agent or Lender to visit and inspect any of the properties of Company or any of its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers independent public accountants, all upon reasonable advance notice and at such reasonable times during normal business hours and as often as may be reasonably requested. Without in any way limiting the foregoing, Company will, upon the request of Administrative Agent, participate in a meeting of Agents and Lenders once during each Fiscal Year to be held at Company's corporate offices (or such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.
EU SURVEY 5.1. The participant shall complete and submit the online EU Survey after the mobility abroad within 30 calendar days upon receipt of the invitation to complete it.
Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items: Disposition of any state-owned equipment. Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology. The Energy Commission’s request for specific “generated” data (not already provided in Agreement products). Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement. “Surviving” Agreement provisions such as repayment provisions and confidential products. Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.
Preconstruction Meeting Furnish the names of the Certified Erosion and Sediment Control/Stormwater Supervisor, Certified Foremen, Certified Installers and Certified Designer and notify the Engineer of changes in certified personnel over the life of the contract within 2 days of change. Any company performing work for the North Carolina Department of Transportation has the ethical responsibility to fully disclose any reprimand or dismissal of an employee resulting from improper testing or falsification of records.
For Closed Meeting Minutes Prepares written closed meeting minutes that include: The date, time, and place of the closed meeting The Board members present and absent A summary of discussion on all matters proposed or discussed The time the closed meeting was adjourned Upon request of a Board member: 1. Provides access to the closed session minutes at a reasonable time and place without disrupting District operations; 2. Supervises the access to the closed session minutes or delegates it to one of the following individuals in the District: a. The Recording Secretary, b. The Superintendent or designated administrator, or c. Any elected Board member; and 3. Logs the access in 2:220-E7, Access to Closed Meeting Minutes and Verbatim Recordings.
Shareholders Meeting (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it;
(ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and
(iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it.
(b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.
Title Review (a) On or after the Effective Date, Purchaser may order (i) a title commitment (the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected by Seller pursuant to Section 2.2(c) (the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein as exceptions to title, and (ii) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company (the “Survey”) reflecting the total area of the Property, the location of all improvements, recorded easements and encroachments, if any, located thereon and all building and set back lines and plottable matters of record with respect thereto.
(b) Prior to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice to Seller of any title matters, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such Title Objections to be removed from the land records or insured over (and with any such matters proposed to be insured over by the Title Company) at Closing, provided, however that Seller shall be obligated to remove or cause the removal from the land records of all Monetary Liens at or prior to Closing. Any matters set forth in the Title Commitment or Survey and not so objected to by Purchaser (other than Monetary Liens) shall be deemed to be Permitted Exceptions. If, for any reason, Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any Title Objections (other than Monetary Liens) objected to by Purchaser, Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller to give such notice within 5 Business Days after receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement.
(c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).
Pre-Disciplinary Meeting The College will schedule a pre-disciplinary meeting to permit the faculty member to respond to a notice of intent to discipline. At the beginning of any pre-disciplinary meeting, the College will describe its proposed discipline and the general reasons for issuing the proposed discipline.
Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute.
(b) Each party must use its best endeavors to resolve the dispute and act in good faith.
